Aimei Health Technology Co., Ltd.
For the period ended Oct 10, 2025. Filed Oct 10, 2025.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Oct 10, 2025 · Filed Oct 10, 2025
AFJK$12.20-0.1%Stored close · as of Nov 6, 2026
Contents
DEFINED TERMS
Unless otherwise stated or unless the context otherwise requires, the term “United Hydrogen” refers to United Hydrogen Group Inc., a Cayman Islands exempted company, the term “Aimei Health” refers to Aimei Health Technology Co., Ltd, a Cayman Islands exempted company, and the term “Pubco” refers to United Hydrogen Global Inc., a Cayman Islands exempted company.
In this document:
| ● | “$” and “U.S. dollar” means the United States dollar; |
| ● | “Adjournment Proposal” means a proposal to direct the chairman of the Meeting to adjourn the Meeting to a later date or dates, if Aimei Health deems it necessary or appropriate, including, if necessary, to (i) permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Meeting, there are not sufficient votes to approve the Business Combination Proposal, and (ii) to allow reasonable additional time for filing or mailing of any legally required supplement or amendment to the accompanying proxy statement/prospectus or (iii) if the holders of the Public Shares have elected to redeem such number of shares such that the Pubco Ordinary Shares would not be approved for listing on a U.S. stock exchange; |
| ● | “Aggregate Merger Consideration Amount” means $1,500,000,000; |
| ● | “Amended and Restated Memorandum and Articles of Association” means the amended and restated memorandum and articles of association of Pubco to be adopted prior to consummation of the Business Combination; |
| ● | “Broker non-vote” means the failure of an Aimei Health shareholder, who holds his, her, or its shares in “street name” through a broker or other nominee, to give voting instructions to such broker or other nominee; |
| ● | “Business Combination Proposal” means a proposal to approve the Business Combination Agreement and the Transactions; |
| ● | “Cayman Companies Act” means the Companies Act (Revised) of the Cayman Islands; |
| ● | “Change of Control” means subsequent to the Closing, the occurrence of a transaction or a series of related transactions pursuant to which Pubco completes a liquidation, merger, share exchange, reorganization, or other similar transaction that results in all of its shareholders having the right to exchange their Pubco Ordinary Shares for cash, securities, or other property; |
| ● | “Code” means the Internal Revenue Code of 1986, as amended; |
| ● | “Completion Date” means the date on which the Reorganization shall be completed, which shall be no later than July 31, 2024 or anther date as agreed upon by United Hydrogen and Aimei Health; |
| ● | “Deferred Underwriting Commission” means the deferred fees owed to the underwriters in connection with Aimei Health’s IPO which is in the amount of $690,000 and payable upon consummation of the Business Combination; |
| ● | “Employment Agreements” means the employment agreements between Pubco or a subsidiary of Pubco, as applicable, on one hand, and the key personnel of Target Companies, as mutually agreed by United Hydrogen and Aimei Health, on the other hand, which shall contain customary confidentiality, non-compete, and assignment of inventions provisions and other customary restrictive covenant provisions; |
| ● | “Expenses” means all reasonable and documented out-of-pocket expenses (including all reasonable and documented fees and expenses of counsel, accountants, investment bankers, financial advisors, financing sources, experts and consultants to a party to the Business Combination Agreement) incurred by a party to the Business Combination Agreement or on its behalf in connection with or related to the authorization, preparation, negotiation, execution or performance of the Business Combination Agreement or any ancillary document related thereto and all other matters directly related to the consummation of the Business Combination Agreement; |
| ● | “Extension” means one or more extensions made by Aimei Health to extend the deadline by which Aimei Health is required to complete its initial Business Combination in accordance with Aimei Health’s charter documents and IPO prospectus; |
| ● | “First Merger Effective Time” means the time when the plan of merger to effectuate the First Merger, in such form as is required by, and executed in accordance with, the Cayman Companies Act, is registered by the Registrar of Companies in the Cayman Islands in accordance with the Cayman Companies Act; |
| ● | “Founder Shares” means 1,725,000 outstanding ordinary shares of Aimei Health issued to Aimei Investment Ltd prior to the Initial Public Offering of Aimei Health; |
| ● | “Frost & Sullivan” means Frost & Sullivan (Beijing) Inc., Shanghai Branch Co. |
| ● | “Initial Public Offering” or “IPO” means the initial public offering of Units of Aimei Health, which was consummated on December 6, 2023; |
| ● | “Initial Shareholders” means the Sponsor, Aimei Investment Ltd, an exempted company incorporated with limited liability in the Cayman Islands, of which Mr. Huang Han is the sole shareholder and director, and Juan Fernandez Pascual, Julianne Huh, Robin H. Karlsen, Lin Bao, Heung Ming Wong, and any other officers or directors of Aimei Health that hold Founder Shares; |
| ● | “Interim Period” means the period from the execution date of the Business Combination Agreement and continuing until the earlier of the termination of the Business Combination Agreement in accordance with the terms thereof or the closing of the Business Combination; |
| ● | “Meeting” or “Extraordinary General Meeting” means the extraordinary general meeting of shareholders of Aimei Health, to be held on November 6, 2025 at 10:00 a.m. Eastern Time at the offices of Hunter Taubman Fischer & Li LLC at 950 Third Avenue, 19th Floor, New York, NY 10022, and via a virtual meeting, or at such other time, on such other date, and at such other place to which the meeting may be adjourned; |
| ● | “Merger Proposal” means a proposal to approve the Second Merger and the Second Merger Plan of Merger; |
| ● | “OEM” or “Original Equipment Manufacturer” means an entity that manufactures equipment that are subsequently marketed and sold by another entity under its own name. |
| ● | “Ordinary Shares” or “Pubco Ordinary Shares” means, collectively, the Pubco Class A Ordinary Shares and the Pubco Class B Ordinary Shares, each with par value $0.0001 per share; |
| ● | “PIPE Investment” means private equity investments in Aimei Health or Pubco to purchase shares of Aimei Health or Pubco, as the case may be, backstop or other alternative financing arrangements, in each case entered into and consummated by Aimei Health or Pubco, as the case may be, and certain potential investors during the Interim Period; |
| ● | “PIPE Investors” means the investors in the PIPE Investment; |
| ● | “PIPE Subscription Agreements” means the fully executed subscription agreements entered into by Pubco and/or Aimei Health with the applicable investors in the PIPE Investment; |
| ● | “Private Placement Units” means the 332,000 units issued to the Sponsor in a private placement simultaneously with the closing of the Initial Public Offering; |
| ● | “Proxy statement/prospectus” means the proxy statement/prospectus included in this registration statement on Form F-4 (Registration No. 333-284430) filed by Pubco with the SEC; |
| ● | “PRC” or “China” refers to the People’s Republic of China; |
| ● | “Pubco” means United Hydrogen Global Inc., a Cayman Islands exempted company; |
| ● | “Pubco Class A Ordinary Shares” means the class A Ordinary Shares, par value $0.0001 per share, of Pubco, entitling the holder thereof to one vote per share, as provided for and fully described in the Amended and Restated Memorandum and Articles of Association; |
| ● | “Pubco Class B Ordinary Shares” means the class B Ordinary Shares, par value $0.0001 per share, of Pubco, entitling the holder thereof to ten (10) votes per share, as provided for and fully described in the Amended and Restated Memorandum and Articles of Association; |
| ● | “Public Right” means the right included in each Public Unit entitling the holder to receive one-fifth of one ordinary share of Aimei Health; |
| ● | “Public Shareholders” means the holders of Public Shares of Aimei Health; |
| ● | “Public Shares” means ordinary shares of Aimei Health issued as part of the Units sold in the Initial Public Offering; |
| ● | “Public Unit” means units issued in the Initial Public Offering, each consisting of one Public ordinary share and one Public Right; |
| ● | “Redemption” means the right of the holders of Aimei Health ordinary shares to have their shares redeemed in accordance with the provisions of Aimei Health’s amended and restated articles of association and the procedures set forth in this proxy statement/prospectus; |
| ● | “Reorganization” means the reorganization as contemplated under the Reorganization Documents; |
| ● | “Reorganization Documents” means those certain agreements, together with all agreements, deeds, instruments or other documents as may be necessary or appropriate, entered into by and among United Hydrogen, Zhejiang Qingyuan, Yixun Chuangneng and other relevant parties, to implement and effect the Reorganization in accordance with the reorganization plan provided to Aimei Health; |
| ● | “RMB” refers to the legal currency of China; |
| ● | “Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002, as may be amended; |
| ● | “Sellers” means the holders of United Hydrogen’s capital shares; |
| ● | “Senior Management” and “Senior Managers” refer to those persons named as officers of United Hydrogen and, following the consummation of the Business Combination, of Pubco, in the section titled “Management of Pubco Following the Business Combination”; |
| ● | “Share Issuance Proposal” means a proposal to approve, for purposes of complying with applicable Nasdaq listing rules, the issuance of up to approximately 157,568,133 newly issued ordinary shares in the Business Combination; |
| ● | “special resolution” means, in respect of Pubco or Aimei Health (as the case may be), a resolution passed by the shareholders of Pubco or Aimei Health (as the case may be), by the affirmative vote of at least two-thirds of the votes cast by the shareholders of Pubco or Aimei Health (as the case may be) as, being entitled to do so, vote in person or by proxy at a validly called and quorate general meeting of Pubco or Aimei Health (as the case may be); |
| ● | “specially designated ordinary shares of United Hydrogen” or “United Hydrogen Specially Designated Ordinary Shares” means 181,617,775 ordinary shares of United Hydrogen, $0.0001 par value per share, held by Michael&Jason Limited; |
| ● | “Sponsor” means Aimei Investment Ltd; |
| ● | “Sponsor Loan” means the outstanding amount due under loans made by the Sponsor or any of its affiliates to Aimei Health, as set forth in that certain purchaser financing certificate to be provided by Aimei Health to United Hydrogen in accordance with the Business Combination Agreement; |
| ● | “Target Companies” means United Hydrogen, Zhejiang Qingyuan and Yixun Chuangneng, and their respective direct and indirect subsidiaries (excluding Pubco, First Merger Sub and Second Merger Sub), as set forth in the Business Combination Agreement; |
| ● | “Trust Account” means the trust account that holds a portion of the proceeds of the Initial Public Offering and the sale of the Private Placement Units; |
| ● | “United Hydrogen Dissenting Shares” means the ordinary shares of United Hydrogen that are issued and outstanding immediately prior to the First Merger Effective Time and that are held by the shareholders of United Hydrogen who have not voted in favor of the First Merger and who have given a notice of election to dissent pursuant to section 238 of the Cayman Companies Act and otherwise complied with all of the provisions of the Cayman Companies Act relevant to the exercise and perfection of dissenters’ rights; |
| ● | “U.S.” means the United States of America; |
| ● | “U.S. GAAP” means generally accepted accounting principles in the United States of America; |
| ● | “Yixun Chuangneng” means Shanghai Yixun Chuangneng New Energy Technology Co., Ltd., a company organized under the applicable Laws of the People’s Republic of China; and |
| ● | “Zhejiang Qingyuan” means Qingyuan Jiachuang (Zhejiang) New Energy Technology Co., Ltd., a company organized under the applicable Laws of the People’s Republic of China. |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.